Daley v. Earven

639 P.2d 372, 131 Ariz. 182, 1981 Ariz. App. LEXIS 614
CourtCourt of Appeals of Arizona
DecidedDecember 3, 1981
Docket2 CA-CIV 3932
StatusPublished
Cited by10 cases

This text of 639 P.2d 372 (Daley v. Earven) is published on Counsel Stack Legal Research, covering Court of Appeals of Arizona primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Daley v. Earven, 639 P.2d 372, 131 Ariz. 182, 1981 Ariz. App. LEXIS 614 (Ark. Ct. App. 1981).

Opinion

OPINION

HOWARD, Judge.

Appellees filed an action for specific performance of an option to buy appellants’ farmland. The case was tried before an advisory jury. The numerous interrogatories which were submitted to it were answered in favor of appellees and the trial court, agreeing with the jury, made its own extensive findings of fact and conclusions of law before ordering specific performance. We affirm.

Appellants owned both a ranch and a farm. They decided to sell the ranch first and entered into an agreement for the sale of the ranch to Eldon and Vera Smith on March 9, 1977. This transaction has subsequently become the subject of other litigation. Thereafter, they entered into the transaction which is the subject of this litigation.

On April 6, 1977, the parties executed a lease agreement concerning appellants’ farm. The term of the lease was for four years with rent in the sum of $300,000 payable in the amount of $75,000 per year with the first payment due upon the execution of the lease, and subsequent payments due on the first day of April of each and every year thereafter. During the term of the lease, appellees were to pay all taxes levied against the property, all ditch assessments, and for all repairs and the upkeep on the farm and equipment. The lease also contained the following language: “Parties of the first part [appellants] shall give to parties of the second part [appellees] the option to purchase above described property for the sum of $400,000.00 at the expiration of this lease.”

In conjunction with the execution of this lease, the parties opened an escrow account with Transamerica Title Insurance Services at Safford and signed the escrow instructions which showed the sale price to be $400,000 payable by the payment of $116,-000 cash at the close of the escrow with a balance of $284,000 evidenced by a note and mortgage. The note was to be payable as follows: $28,400 on the first day of April of each and every year, commencing April 1, 1982. Interest at the rate of 7% per annum was to be charged on all unpaid principal from April 1, 1981, and the interest was to be paid in addition and at the same time as the principal payments. In compliance with these instructions, appellees executed a real property mortgage, the $284,000 promissory note, and a promissory note in the sum of $116,000 with no interest, payable on April 1, 1981.

The parties also executed an affidavit of real property value, a joint tenancy deed and an agreement regarding the payment of an encumbrance held by the Equitable Life Assurance Society which was to be the obligation of appellants [later referred to as a wrap-around agreement].

Appellees paid the $75,000 as the first year’s rent and went into possession of the premises. Other facts will be set forth as they pertain to the questions which have been presented for review.

*185 i

Appellants contend there can be no decree of specific performance because the essential and material terms of the sale are not contained in the lease which contains the option nor in any other contemporaneous agreement or memorandum. They also contend that the escrow instructions, although signed by the parties, cannot be considered. We do not agree with either proposition.

The court should decree specific performance of an agreement for the sale of land if the agreement is in writing, signed by the parties to be charged, A.R.S. § 44-101(6), and is definite in its terms. Suttle v. Seely, 94 Ariz. 161, 382 P.2d 570 (1963). However, the agreement need not be contained in one paper but may be in several so long as they can be identified with certainty. LeBaron v. Crismon, 100 Ariz. 206, 412 P.2d 705 (1966). The trial court here properly considered all of the documents signed by appellants, including the escrow instructions.

Appellants contend the documents considered by the court do not contain the following which they claim are essential and material terms of the sale so that their omission renders the agreement incomplete: (1) Disposition of fixtures, personal property, sheds, pig pens, corrals, grainery, or other property located on the premises other than irrigation pumps; (2) the treatment of a realty mortgage held by Arizona Farmers Production Credit Association which encumbers the farm and the ranch; (3) the date the wrap-around agreement was to take effect; (4) disposition of a $116,000 promissory note which was in the escrow file; (5) disposition of water rights and crop allotments. We do not agree.

Specific performance will not be granted if the parties have not agreed on one or more of the important, essential or material terms. U. S. Employees of Lane County Credit Union v. Royal, 44 Or.App. 275, 605 P.2d 754 (1980). Furthermore, the contract must not leave a material and essential term or element for future negotiations and settlement. Trollope v. Koerner, 106 Ariz. 10, 470 P.2d 91 (1970). However, absolute completeness in every detail is not a prerequisite of specific performance. Cf., Lister v. Sorge, 260 Cal.App.2d 333, 67 Cal.Rptr. 63 (1968). The record demonstrates that the items enumerated by appellants as not contained in the document are in fact so contained, or are not essential or material, or are disposed of by operation of law. Furthermore, appellants do not contend that any of these items were the subject of further negotiations.

II

The trial court found, inter alia: “That the agreements executed by the parties were intended as a binding agreement of sale of the premises by the Defendants to the Plaintiffs.” [Finding of Fact # 11] We are bound by the trial court’s findings of fact unless they are demonstrated to be clearly erroneous. Olson v. State, 12 Ariz. App. 105, 467 P.2d 945 (1970). Appellant argues that the evidence does not disclose that the transaction was a sale from the very beginning and that the finding is therefore erroneous. We do not agree.

Appellants misconstrue the finding. It does not state that there was never any lease. It merely finds that there was a binding agreement to sell if appellees executed the option. In fact, in its finding of fact number 25, the trial court accepted the findings of the jury. Interrogatory number 3 submitted to the jury states:

“Did the parties intend, as a part of their agreement, that the sale of the farm would not take place until after a period of four (4) years during which time Mr. Daley was to lease the property from Mr. Earven in accordance with the terms of the agreement entitled, ‘Lease’ signed April 7, 1977?”

The jury answered in the affirmative. Assuming some relevancy in appellants’ argument, the record shows that it is based on a faulty premise.

III

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Bluebook (online)
639 P.2d 372, 131 Ariz. 182, 1981 Ariz. App. LEXIS 614, Counsel Stack Legal Research, https://law.counselstack.com/opinion/daley-v-earven-arizctapp-1981.